TIDMBOTB
RNS Number : 2053U
Best of the Best PLC
31 March 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN BEST OF THE BEST
PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS
OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF BEST OF THE BEST PLC. PLEASE SEE THE IMPORTANT NOTICE AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF
THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND
SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
Best of the Best plc
("Best of the Best", "BOTB", the "Company" or the "Group")
Proposed Secondary Placing of 2,500,000 Existing Ordinary Shares
in the Company
Best of the Best PLC (LSE: BOTB), the provider of online
competitions to win cars and other prizes, announces that it has
been informed by certain Directors of the Company and a person
closely associated ("PCA") (the "Selling Directors") that they
intend to sell up to, in aggregate, 2,500,000 ordinary shares of 5
pence each in the Company ("Ordinary Shares") (the "Placing
Shares", the "Placing") at a price of GBP24.00 (the "Placing
Price") in order to satisfy strong institutional demand. A further
41,666 Ordina ry Shares will be available for purchase at the
Placing Price via the PrimaryBid platform ("Retail Offer"), further
details on which are below.
Following continued strength of the business' performance in the
recent trading periods, in February 2021 the Board resolved to
conclude the strategic options review, announced in June 2020. The
Board determined that it would be in the Group's and its
shareholders' best interests to continue to focus on the growth of
the business under its existing strategy as a public company, with
an appropriate institutional share register.
Today, over 74 per cent. of the Company's shares are held by
Directors and family while the remaining c.26 per cent. of shares
are held in public hands. Accordingly, the Selling Directors
recognise that the composition of the Group's share register is
important to ensure the business continues to benefit from its
public listing and that having a strong and supportive
institutional shareholder base is crucial to achieve this. As a
result, pursuant to a number of investor meetings and indications
of strong demand for the Company's shares from both existing and
new institutional investors, the Selling Directors have decided to
release a portion of their shareholdings in order to satisfy this
demand, broaden the Company's shareholder base and improve
liquidity.
As announced by the Company on 23 March 2021, the Company places
significant importance on corporate governance and therefore the
composition of the Board. In consideration of this, Michael
Hindmarch, Non-Executive Chairman, has agreed to step down from
this position and retire from the Board within six months of the
Placing and a new independent Non-Executive Chairman will be
appointed in due course. A further announcement will be made once
the Company has identified a suitable candidate.
In addition, the Directors recognise the contribution and
support that the Group has received from retail shareholders since
its flotation and therefore a further 41,666 Ordina ry Shares will
be available for purchase at the Placing Price via the PrimaryBid
platform (the "PrimaryBid Shares") to provide an opportunity for
retail investors in the United Kingdom to purchase shares. The
Retail Offer consists of up to 41,666 Ordinary Shares, representing
gross proceeds of up to approximately GBP1.0 million at the Placing
Price. A separate announcement is expected to be made by PrimaryBid
shortly following this Announcement regarding this Retail
Offer.
finnCap Ltd ("finnCap") is acting as sole bookrunner
("Bookrunner") in relation to the Placing.
The sale of the Placing Shares will be effected by way of an
accelerated bookbuild to institutional investors which will be
launched immediately following this announcement (the "Bookbuild").
A further announcement will be made following completion of the
Bookbuild.
The Placing is subject to demand, price and market conditions.
The identity of placees and the basis of the allocations are at the
discretion of the Selling Directors and finnCap. The number of
Placing Shares and the price at which the Placing Shares are to be
placed will be agreed by the Selling Directors and finnCap at the
close of the Bookbuild. The details will be announced as soon as
practicable after the close of the Bookbuild. The timing for the
close of the Bookbuild and the distribution of allocations will be
at the absolute discretion of finnCap.
The Company is not party to the Placing and will not receive any
proceeds from the Placing.
The Selling Directors being William Hindmarch, CEO of the
Company, his wife and PCA, Philippa Hindmarch, Rupert Garton,
Commercial Director, and Michael Hindmarch, Non-Executive Chairman
have entered into a secondary placing agreement with finnCap to act
as sole Bookrunner. The Selling Directors intend to remain a
significant shareholder for the long-term following the completion
of the Placing. Ordinary shares held by the Selling Directors
following the Placing will be subject to a lock-in which ends 180
days after completion of the Placing (subject to waiver by finnCap
and to certain customary exceptions).
In addition, Ben Hughes, Chief Marketing Officer of the Company,
intends to exercise options over 30,648 Ordinary Shares and sell
them at the Placing Price. Further details will be announced
following the Bookbuild.
The Placing Shares represent 26.6 per cent. of the existing
issued share capital of the Company and the PrimaryBid Shares
represent 0.4 per cent. of the existing issued share capital of the
Company. Details of the numbers of Ordinary Shares to be sold by
the Selling Directors are as follows:
Resultant holding assuming
all Placing Shares and
PrimaryBid Shares are
sold
Director Current shareholding Proposed number Ordinary Shares % of issued
of Ordinary share capital
Shares to
be sold*
--------------------- ---------------- ---------------- ---------------
William Hindmarch 2,375,658 858,672 1,516,986 16.1%
--------------------- ---------------- ---------------- ---------------
Philippa Hindmarch 2,350,000 849,398 1,500,602 15.9%
--------------------- ---------------- ---------------- ---------------
Rupert Garton 1,389,467 502,217 887,250 9.4%
--------------------- ---------------- ---------------- ---------------
Michael Hindmarch 832,023 300,731 531,292 5.6%
--------------------- ---------------- ---------------- ---------------
*Including the PrimaryBid Shares
For further information contact:
Enquiries:
Best of the Best plc William Hindmarch, Chief Executive T: 020 7371 8866
Rupert Garton, Commercial Director
Buchanan Chris Lane T: 020 7466 5000
Toto Berger
Charlotte Slater
finnCap Corporate Finance T: 020 7220 0500
(Nominated Adviser and Broker) Carl Holmes
Kate Bannatyne
ECM
Alice Lane
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (A) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF EU REGULATION (EU)
2017/1129 AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO (I) FALL
WITHIN THE DEFINITION OF "QUALIFIED INVESTORS" OF THE PROSPECTUS
REGULATION, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMED) ("EUWA") AND OTHER
IMPLEMENTING MEASURES (SUCH PERSONS IN (A) AND (B)(I) BEING
"QUALIFIED INVESTORS"); OR (II) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (AS AMED) (THE "ORDER"); OR (III) FALL WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER
OF THE PLACING
SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED
TO IN (1) AND, (2) TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa or Japan or in
any jurisdiction in which such an offer or invitation is
unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any State or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States (as defined in
Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any relevant State or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in
the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus, admission document or offering document has been
or will be prepared in connection with the Placing. Any investment
decision to buy securities in the Placing must be made solely on
the basis of publicly available information. Such information is
not the responsibility of and has not been independently verified
by the Selling Directors, finnCap or any of their respective
affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any State of the United States and the District of Columbia),
Australia, Canada, the Republic of South Africa or Japan. Any
failure to comply with this restriction may constitute a violation
of US, Australian, Canadian, South African or Japanese securities
laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Selling Directors, finnCap or
any of their respective affiliates that would, or which is intended
to, permit a public offer of the Placing Shares in any
jurisdiction, or possession or distribution of this announcement or
any other offering or publicity material relating to the Placing
Shares, in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Selling Directors and finnCap to inform themselves
about and to observe any applicable restrictions.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, the Selling Directors, finnCap or any of their
respective affiliates in relation to any purchase of or
subscription for securities of the Company. No representation or
warranty, express or implied, is given by or on behalf of the
Company, the Selling Directors, finnCap or any of their respective
directors, partners, officers, employees, advisers or any other
persons as to the accuracy, fairness or sufficiency of the
information or opinions contained in this announcement and none of
the information contained in this announcement has been
independently verified. Save in the case of fraud, no liability is
accepted for any errors, omissions or inaccuracies in such
information or opinions.
finnCap, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Selling Directors in connection with the Placing and will not be
responsible to anyone other than the Selling Directors for
providing the protections offered to the clients of finnCap, nor
for providing advice in relation to the Placing or any matters
referred to in this announcement, and apart from the
responsibilities and liabilities (if any) imposed on finnCap by the
Financial Services and Markets Act 2000, any liability therefore is
expressly disclaimed. Any other person in receipt of this
announcement should seek their own independent legal, investment
and tax advice as they see fit.
References to time in this announcement are to London time,
unless otherwise stated. All times and dates in this announcement
may be subject to amendment.
Certain statements in this announcement are, or may be deemed to
be, forward-looking statements. By their nature, forward-looking
statements involve a number of risks, uncertainties and assumptions
that could cause actual results or events to differ materially from
those expressed or implied by the forward-looking statements. These
risks, uncertainties and assumptions could adversely affect the
outcome and financial consequences of the plans and events
described herein. No one undertakes any obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise. Readers should not
place any undue reliance on forward-looking statements which speak
only as of the date of this announcement. Statements contained in
this announcement regarding past trends or events should not be
taken as representation that such trends or events will continue in
the future.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"), including its
enactment under UK domestic law by virtue of the EUWA ("UK MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II and UK MiFID II; and (c) local
implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of (a) retail investors, (b) investors who meet the criteria
of professional clients and (c) eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, finnCap will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II or UK MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCKZGFFVMZGMZM
(END) Dow Jones Newswires
March 31, 2021 13:00 ET (17:00 GMT)
Best Of The Best (LSE:BOTB)
Historical Stock Chart
From Mar 2024 to Apr 2024
Best Of The Best (LSE:BOTB)
Historical Stock Chart
From Apr 2023 to Apr 2024